TMC TMC the Metals Company Inc

TMC the metals company Inc. (Nasdaq: TMC) (“TMC” or “the Company”), an explorer of lower-impact battery metals from seafloor polymetallic nodules, today provided a corporate update on the expected submission date of the application to the ISA for an exploitation contract, and an expanded company strategy.

Update Highlights:

• Following discussions between TMC subsidiary Nauru Ocean Resources Inc (NORI) and its sponsoring state, the Republic of Nauru, NORI has set the date of June 27, 2025 for the expected submission of its ISA exploitation application
• Given it is unlikely the ISA would consider an application prior to its March 2025 session, the Republic of Nauru has requested in a formal letter that the ISA clarify the submission and review process during the March session, with the goal of providing certainty for all stakeholders and allowing for review to begin immediately after NORI’s submission under an agreed-upon process
• Following the expected submission of NORI’s application, the Company expects quarterly cash use of less than $5 million as the application is reviewed, and does not expect to raise funds for capital expenditures relating to the preparation of the Hidden Gem vessel for commercial production until increased regulatory certainty is achieved or non-dilutive financing is secured
• The Company has begun to explore a new strategy to (1) develop a services business for seafloor resource development and (2) optimize and diversify its resource portfolio within international waters and in certain national jurisdictions

Gerard Barron, TMC Chairman and CEO, commented: “After many years of conversations with current and prospective shareholders, it remains clear that the key catalyst everyone is waiting for is the delivery of the Mining Code. Following discussions with Member States and the incoming ISA Secretary-General during the UN General Assembly in September, I remain confident that the work on the Mining Code remains on track. These discussions have also informed the decision to submit the NORI application in June 2025, in consultation with Nauru. Investors can be assured that we will not be raising funds for CAPEX related to the Hidden Gem vessel until we see sufficient regulatory progress, whether through delivery of the Mining Code or additional clarity on the ISA’s review of our application based on the draft regulations.

But TMC’s value proposition extends beyond a narrow focus on the Mining Code and NORI application. We are now in a strong position to leverage our investment of over half a billion dollars and capabilities developed over the last decade-plus, as the eyes of the world’s largest economies turn to the seafloor to produce the metals needed for the energy transition, defense, infrastructure and the needs of a growing world population. I look forward to providing further color on this strategy.”

Application Submission and StrategyNORI has set the date of June 27, 2025 for its expected submission of its ISA exploitation application. According to the ISA Council's decisions ISBA/28/C/24 and ISBA/28/C/25, if NORI submits an application for a plan of work for exploitation before the RRPs have been adopted, the ISA Council at its next meeting, as a matter of priority, will consider the process for considering such an application. The ISA Council is not scheduled to meet again until March 2025 and the Company believes it is unlikely that the ISA Council would consider an application for a plan of work for exploitation before this session. In light of this, Nauru has formally requested that the ISA clarify the submission and review process for such an application at the March 2025 meetings before NORI submits the Application and, therefore, has decided to submit the Application after the March 2025 meetings on June 27, 2025.

ISA Progress on the Mining CodeThe ISA Council completed a first reading of the consolidated text of the draft Mining Code at the July 2024 Council meeting. It was agreed that a revised consolidated text of the draft Mining Code would be provided to the ISA Council by the end of November 2024. The Company has engaged with Leticia Reis de Carvalho, the newly-elected Secretary General of the ISA, and expects to work with Ms. Carvalho in a constructive manner as the ISA continues to work to have the final Mining Code adopted.

Operating Expense Reductions and Deferral of Capital ExpendituresFollowing the expected submission of the Application by NORI, the Company expects quarterly cash use of less than $5 million as the Application is reviewed. The Company has already begun the process of reducing or eliminating certain operating expenses to ensure the Company’s financial resiliency.

Further, the Company does not expect to raise funds for capital expenditures related to the preparation of the Hidden Gem vessel for commercial production until such time as the final Mining Code is adopted, the Application is approved, or until other potential non-dilutive strategic financing is in place. The Company expects to provide further updates on the potential timing of the start of commercial production following sufficient clarity on these items.

Expanded Company StrategyGiven the significant rise in seafloor resource exploration opportunities around the globe and the Company’s leadership position and experience in this industry, having invested over $500 million since inception to achieve milestones in environmental research, resource definition, test mining and test processing, the Company is exploring a new strategy to (1) develop a services business for seafloor resource development and (2) optimize and diversify its resource portfolio within international waters and in national jurisdictions. We are in discussions with several parties on services contracts to provide our expertise in the areas of new exploration plans of work, resource definition, environmental impact assessments, data management and offshore campaign execution. We are also actively evaluating opportunities for the Company to enter new exploration contract areas, already permitted properties and producing properties.

About The Metals CompanyThe Metals Company is an explorer of lower-impact battery metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for the global energy transition with the least possible negative impacts on planet and people and (2) trace, recover and recycle the metals we supply to help create a metal commons that can be used in perpetuity. The Company through its subsidiaries holds exploration and commercial rights to three polymetallic nodule contract areas in the Clarion Clipperton Zone of the Pacific Ocean regulated by the International Seabed Authority and sponsored by the governments of Nauru, Kiribati and the Kingdom of Tonga. More information is available at www.metals.co.

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Forward Looking Statements This press release contains “forward-looking” statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, including related to statements regarding the Application and the timing of the submission and review thereof, the adoption of the final Mining Code, the Company’s expected future operating results and expenses, the timing and amount of capital expenses, new business opportunities and strategies for the Company and the Company's preliminary unaudited financial information as of and for the three months ended September 30, 2024. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside TMC’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: changes in the Company's financial results for the period ended September 30, 2024 from those set forth in the preliminary unaudited financial information as of and for the three months ended September 30, 2024; TMC’s strategies and future financial performance; the ISA’s ability to timely adopt the final Mining Code and/or willingness to review and/or approve a plan of work for exploitation under UNCLOS; TMC’s ability to obtain exploitation contracts or approved plans of work for exploitation for its areas in the CCZ; regulatory uncertainties and the impact of government regulation and political instability on TMC’s resource activities; TMC’s ability to comply with its exploration contracts and maintain their effectiveness without monetary penalty, suspension or termination; changes to any of the laws, rules, regulations or policies to which TMC is subject, including the terms of the final Mining Code, if any, adopted by ISA and the potential timing thereof; the impact of extensive and costly environmental requirements on TMC’s operations; environmental liabilities; the impact of polymetallic nodule collection on biodiversity in the CCZ and recovery rates of impacted ecosystems; TMC’s ability to develop minerals in sufficient grade or quantities to justify commercial operations; the lack of development of seafloor polymetallic nodule deposit; TMC’s ability to successfully enter into binding agreements with Allseas Group S.A. and other parties in which it is in discussions, if any; uncertainty in the estimates for mineral resource calculations from certain contract areas and for the grade and quality of polymetallic nodule deposits; risks associated with natural hazards; uncertainty with respect to the specialized treatment and processing of polymetallic nodules that the Company may recover; risks associated with collective, development and processing operations, including with respect to the development of onshore processing capabilities and capacity and Allseas Group S.A.’s expected development efforts with respect to the Project Zero offshore system; TMC’s dependence on Allseas Group S.A.; TMC’s ability to successfully adopt and profitably execute a new business strategy to develop a services business and to optimize and expand its resource portfolio; fluctuations in transportation costs; fluctuations in metals prices; testing and manufacturing of equipment; risks associated with TMC’s limited operating history, limited cash resources and need for additional financing; risks associated with TMC’s intellectual property; Low Carbon Royalties’ limited operating history; and other risks and uncertainties, including those under Part I, Item 1A “Risk Factors” in TMC’s Annual Report on Form 10-K for the year ended December 31, 2023, filed by TMC with the SEC on March 25, 2024, and in TMC’s other future filings with the SEC, including TMC’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. TMC cautions that the foregoing list of factors is not exclusive. TMC cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. TMC does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based except as required by law.